EXHIBIT 99.3
NETZERO, INC.
STOCK OPTION ASSUMPTION AGREEMENT
ROCKETCASH CORPORATION
1999 STOCK OPTION PLAN
This STOCK OPTION ASSUMPTION AGREEMENT by and between NetZero, Inc., a
Delaware corporation ("NetZero") and the undersigned individual (the "Optionee")
is effective as of ________, 2000 (this "Assumption Agreement").
WHEREAS, the Optionee holds one or more outstanding options to
purchase shares of the common stock ("RocketCash Common Stock") of RocketCash
Corporation, a California corporation ("RocketCash"), which were granted to
Optionee under the RocketCash 1999 Stock Option Plan (the "Option Plan") and are
each evidenced by a Option Agreement(s), with any shares purchased under such
options to be subject to the terms and conditions of a Restricted Stock Purchase
Agreement.
WHEREAS, RocketCash has been acquired by NetZero through the merger of
Radium Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
NetZero ("Radium"), with and into RocketCash (the "Merger") pursuant to the
Agreement and Plan of Merger, dated June 28, 2000 (the "Merger Agreement"), by
and among NetZero, Radium, RocketCash and, with respect to only Section 7.2 of
the Merger Agreement, L. Xxxxxxx Xxxxxx, as Stockholder Representative, and U.S.
Stock Transfer Corporation, as Depositary Agent.
WHEREAS, the provisions of the Merger Agreement require NetZero to (i)
assume the obligations of RocketCash under the Option Plan and each outstanding
option under the Option Plan at the consummation of the Merger, and (ii) issue
the holder of each such assumed option (the "Assumed Option") an agreement
evidencing the assumption of such option.
WHEREAS, pursuant to the Merger Agreement, each outstanding share of
RocketCash Common Stock was converted into _________ (the "Exchange Ratio") of a
share of common stock, par value $0.001 per share, of NetZero ("NetZero Common
Stock").
WHEREAS, the purpose of this Agreement is to evidence the assumption
by NetZero of the outstanding options held by Optionee at the time of the
consummation of the Merger (the "Effective Time") and to reflect certain
adjustments to Optionee's outstanding options which have become necessary in
connection with their assumption by NetZero.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of RocketCash Common Stock subject to the
options outstanding under the Plan held by Optionee immediately prior to the
Effective Time (the "RocketCash Options") and the exercise price payable per
share are set forth in EXHIBIT A attached hereto. NetZero hereby assumes, as of
the Effective Time, all the duties and obligations of RocketCash under the
Option Plan and each of the RocketCash Options. In connection with such
assumption, the number of shares of NetZero Common Stock purchasable under each
Assumed Option and the exercise price payable thereunder have been adjusted to
reflect the Exchange Ratio. Accordingly, the number of shares of NetZero Common
Stock subject to each Assumed Option shall be as specified for that option in
attached EXHIBIT A, and the adjusted exercise price payable per share of NetZero
Common Stock under the Assumed Option shall also be as indicated for that option
in EXHIBIT A attached hereto.
2. The intent of the foregoing adjustments to each Assumed Option is
to assure that the difference between the aggregate fair market value of the
shares of NetZero Common Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be no less than the difference
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the RocketCash Common Stock subject to the RocketCash Option and
the aggregate exercise price in effect at such time under the Option
Agreement(s). Such adjustments are also intended to preserve, immediately after
the Merger, on a per share basis, the same ratio of exercise price per option
share to fair market value per share which existed under the RocketCash Option
immediately prior to the Merger. Such adjustments are also intended to preserve,
to the extent applicable, the incentive stock option status of the assumed
RocketCash Options under Section 422 of the Internal Revenue Code of 1986, as
amended.
3. Unless the context otherwise requires, all references in the Option
Agreement(s) and, if applicable, in the Option Plan (as incorporated into such
Option Agreement(s)) shall be adjusted as follows: (i) all references to the
"Company" shall mean NetZero, (ii) all references to "Share" shall mean shares
of NetZero Common Stock, (iii) all references to "Common Stock" shall mean a
share of NetZero Common Stock, (iv) all references to the "Board" shall mean the
Board of Directors of NetZero and (v) all references to the "Committee" shall
mean the Compensation Committee of the Board of Directors of NetZero.
4. The grant date and the expiration date of each Assumed Option and
all other provisions which govern either the exercise or the termination of the
Assumed Option shall remain the same as set forth in the Option Agreement(s)
applicable to that option, and the provisions of the Plan and the Option
Agreement(s) shall accordingly govern and control Optionee's rights to purchase
NetZero Common Stock under the Assumed Option.
5. Pursuant to the terms of your Option Agreement(s) and the Option
Plan, your Assumed Options shall not vest or become exercisable on an
accelerated basis upon the consummation of the Merger. Accordingly, each Assumed
Option shall continue to vest and become exercisable for unvested shares of
NetZero Common Stock subject to that option on the same terms and in accordance
with the same installment vesting schedule as those in effect under the
applicable Option Agreement(s) immediately prior to the Effective Time;
PROVIDED, HOWEVER, that the number of shares of NetZero Common Stock subject to
each such installment shall be adjusted to reflect the Exchange Ratio.
6. For purposes of applying any and all provisions of the Option
Agreement(s) and/or the Option Plan relating to Optionee's status as an employee
of or a consultant to RocketCash, Optionee shall be deemed to continue in such
status as an employee or a consultant for so long as Optionee renders services
as an employee or a consultant to NetZero or any present or future subsidiary of
NetZero. Accordingly, the provisions of the Option Agreement(s)
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governing the termination of the Assumed Options upon Optionee's cessation of
service as an employee of or a consultant to RocketCash shall hereafter be
applied on the basis of Optionee's cessation of employee or consultant status
with NetZero or any present or future subsidiaries of NetZero, and each assumed
RocketCash Option shall accordingly terminate, within the designated time period
in effect under the Option Agreement for that option, following such cessation
of service as an employee of or a consultant to NetZero or any present or future
subsidiaries of NetZero.
7. The adjusted exercise price payable for the NetZero Common Stock
subject to each Assumed Option shall be payable in any of the forms authorized
under the Option Agreement applicable to that option.
8. In order to exercise each Assumed Option, Optionee must deliver to
NetZero a written notice of exercise in which the number of shares of NetZero
Common Stock to be purchased thereunder must be indicated. The exercise notice
must be accompanied by payment of the adjusted exercise price payable for the
purchased shares of NetZero Common Stock or must specify the arrangement for the
payment of the purchase price as permitted by the applicable Option Agreement.
This notice should be delivered to NetZero at the following address:
NetZero, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: ____________________
9. Except to the extent specifically modified by this Assumption
Agreement, all of the terms and conditions of each Option Agreement as in effect
immediately prior to the Merger shall continue in full force and effect and
shall not in any way be amended, revised or otherwise affected by this
Assumption Agreement.
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IN WITNESS WHEREOF, NetZero, Inc. has caused this Assumption Agreement
to be executed on its behalf by its duly authorized officer as of
_____________,2000.
NETZERO, INC.
By: ___________________________________
Xxxxxxxx X. Xxxxxxx, Xx.
Senior Vice President and General
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Assumption
Agreement and understands and agrees that all rights and liabilities with
respect to each of his or her RocketCash Options hereby assumed by NetZero are
as set forth in the Option Agreement, the Option Plan, and this Assumption
Agreement.
______________________________________
Signature of Optionee
______________________________________
Printed Name
DATED:
